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Re: None

Wednesday, 04/25/2007 11:37:03 PM

Wednesday, April 25, 2007 11:37:03 PM

Post# of 508
Wow, talk about cashing it in...these guys sold RocaWear to ICON for +200M cash:

"On March 30, 2007 (the “Closing Date”), Iconix Brand Group, Inc., a Delaware corporation (the “Registrant”, “Company”, “we”, “us”, “our” or similar pronouns), completed its acquisition of certain of the assets and rights related to the business of licensing and managing the Rocawear® names, brands, trademarks, intellectual property and related names worldwide (the “Rocawear Assets”) of Rocawear Licensing LLC, a New Jersey limited liability company (the “Seller”), pursuant to the Assets Purchase Agreement (the “Purchase Agreement”) dated March 6, 2007 among the Registrant, the Seller and its principals Arnold Bize a/k/a Alex Bize, Shawn Carter (“Carter”) and Naum Chernyavsky a/k/a Norton Cher (collectively, the “Principals”).

In accordance with the terms of the Purchase Agreement, the Registrant (i) paid to the Seller $204,000,000 in cash (the “Cash Consideration”), and (ii) gave to the Seller the contingent right to receive aggregate additional consideration of up to $35,000,000 pursuant to certain criteria relating to the achievement of revenue and performance targets involving the licensing of the Rocawear Assets; to be paid in shares of common stock of the Registrant (the “Shares”). If the additional consideration becomes payable, the Shares will be subject to the terms and conditions of the registration rights agreement executed at closing providing for the registration of the resale of the Shares. If Shares (the number of which is not yet determinable and shall be based upon the provisions specified in the Purchase Agreement) are issued to the Seller, they will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided under Section 4(2) of the Securities Act for issuances that do not involve a public offering.

In accordance with the terms of the Purchase Agreement, the Seller delivered all of its right, title and interest in the Rocawear Assets to Studio IP Holdings LLC, a Delaware limited liability company and a subsidiary of the Registrant (“Studio Holdings”), and Studio Holdings entered into a license agreement with Roc Apparel, LLC, a Delaware limited liability company and an affiliate of the Seller (“Roc Apparel”) in which it granted Roc Apparel the exclusive right to use the Rocawear Assets in connection with the design, manufacture, market and sale of men's wearing apparel products in the United States, its territories and possessions and military installations throughout the world.

In accordance with the terms of the Purchase Agreement, the Registrant also entered into (i) an endorsement/services agreement with Carter pursuant to which Carter will, subject to the provisions thereof, endorse, promote and manage the Rocawear Assets on behalf of the Registrant and (ii) an operating agreement with Carter to form a limited liability company which will operate as a brand management and licensing company to identify brands to be acquired across a broad spectrum of consumer product categories, including the “Shawn Carter Collection” luxury brand."




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